Dominion Seals $1.2B Takeover by Washington

RAPAPORT... The Washington Companies will acquire Dominion Diamond
Corporation for $1.2 billion, the firms said in a joint statement Monday.

Washington, a mining group founded by entrepreneur Dennis
Washington, has agreed to buy all shares in Dominion for $14.25 each in cash — a
44% premium to the Canadian diamond miner’s stock price of $9.92 on March 17. Dominion’s
share price rose 4% in early trading Monday, and has jumped approximately 40% since
news of Washington’s interest first became public knowledge four months ago.

In March, Dominion turned down an informal offer from the
company, describing it as “opportunistic.” Around the same time, Reuters
reported Dominion had held merger talks with Stornoway Diamond Corporation,
another Canada-focused miner. Dominion set up a committee to assess sale
opportunities toward the end of March, with the Canada Pension Plan Investment
Board later emerging as another potential suitor.

Washington’s new offer “is the result of a robust strategic
review process,” Dominion chairman Jim Gowans said in the Monday statement.
“The board unanimously agrees that this offer represents the best option
available to Dominion shareholders, and recommends that shareholders vote in
favor of this transaction.”

The Montana-based Washington plans to keep Dominion as a
standalone business, as it does with other companies it owns, it said. It will
appoint a new, Canada-based CEO for the miner, replacing Brendan Bell, who previously said he would stand down from the role by June 30.

Washington said it would keep Dominion’s headquarters
in Canada and maintain a “significantly Canadian management team,” as well as
continuing to promote Dominion’s CanadaMark brand.

Dominion owns 100% of the Ekati mine and has a 40% stake in
the Diavik mine in a joint venture with Rio Tinto. Both assets are in Canada’s
Northwest Territories.

“We are excited to work with their team to extend the mine
life of the Ekati mine and continue partnering with Rio Tinto in the operation
of the Diavik mine, while maintaining long-term employment for Dominion employees,” said
Washington president Lawrence Simkins.